PSCC running out of memory on new machine despite 50% available. How do I fix?

Hi.
I'm trying to work and can't.
On a new HP Envy Laptop running Windows 8.1 / Intel i7 4700MQ processor /12gigs of ram.
Running Creative Cloud with latest updates t
I have many photos shot with admittedly inferior lenses where the DOF is less than I want so my process to get some is:
I take photos from LRCC 5.4 into PSCC to edit.
to start I create 2 new layers from the background. One as a temp working layer and one to sit on top of everything so I can click it off and on to see where I started.
Next I select the subject(s) with the Quick Select and Refine Edge and do a 'LAYER VIA COPY' to isolate them. This is super quick now that the Quick Selection tool is so good. It is even picking up brunette hair strands against an almost black background. I'm blown away by how well that works in the latest release.
Next I normally content aware fill where the subjects are on the layer I copied them from and then I do a Field blur of that whole layer ...adding a touch of light bokeh
Next I add a mask to that layer and do a gradient on it to create my foreground to background DOF and then touch that up as needed by lightly brusing on that mask
The problem is if I have LR (CC) running for a little while and do some 'Develop' work in it ...it quickly ends up at around 2.5 gigs of Ram on its own
Then when I try to do that 'Content Aware Fill' ...even though I have 12gigs of Ram, Photoshop generates an error saying "not enought memory (ram)".
This seems pretty silly because I could do all this easily on my W7 64 bit laptop with a processer that has a benchmark only 1/3 of the new I7 and has only half the RAM.
I tried Adobe help and believe or not they don't have anyone on 'Chat' that can help with this until Monday ...and I have photos to edit.
I notice when I go to Photoshop's Help / About Photoshop ...it reads About reads "14.2.1x32" which makes me wonder if it is running in 32 bit mode and can't address all the memory.
I don't have Photoshop CC 32 bit on the machine though so  definately don't know what that  x32 means. My install was done during a chat session so I thought it was done right.
Any advice/assistance would be much appreciated. Please don't say "get a Mac" ..I'm too entrenched at work and my brain is having enough trouble between W7 all day, W8 at night, IOS7 on my phone and another sytem on my Android tablet that it would smoke and short out for sure and the cost to switch now would be prohibitive for me.

I don't believe there is a way to install Photoshop CC on a 64 bit Windows system without BOTH the 32 and 64 bit Photoshop builds being installed.
So yes, you are running the 32 bit Photoshop if it says x32.
Start the 64 bit Photoshop explicitly then minimize it (not close it), and all the Adobe tools will use that one.
There is a File Associations preference panel in Bridge, or failing that there are posts on the forum you can likely turn up with a search that will tell you how to change it so the 64 bit Photoshop is started by default.
-Noel

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